Jam City, Inc. entered into a definitive agreement to acquire DPCM Capital, Inc. (NYSE:XPOA) from Netmarble Corporation (KOSE:A251270) and others in a reverse merger transaction on May 19, 2021. Existing Jam City stockholders are expected to own approximately 65% of the outstanding shares of Class A common stock of the combined company at close, assuming no redemptions by DPCM Capital stockholders. DPCM Capital public shareholder will own 24% stake, DPCM Capital founder shares will own 1% and PIPE investors will own 10% of the combined company. Netmarble Corporation, Jam City's investor, will own a significant portion of the combined company. A group of leading institutional investors, along with Netmarble, DPCM's sponsor, and members of the combined company management teams have committed to a private investment of $100 million in Class A common stock of the combined company that will close concurrently with the business combination. Upon closing, the combined company will operate as Jam City Holdings, Inc. and its Class A common stock is expected to be listed on the New York Stock Exchange under the ticker symbol “JAM”.

Chris DeWolfe, Chairman and Chief Executive Officer of Jam City, and Josh Yguado, President and Chief Operating Officer of Jam City, and Jae Yu, Chief Financial Officer of Jam City, will continue to lead the company. Denmark West, founding partner and Chief Investment Officer of Connectivity Ventures and former executive at BET, Viacom Media Networks and Microsoft, will join the combined company's Board of Directors. The transaction will require the approval of the stockholders of both Jam City and DPCM Capital, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals, required filings under the HSR Act shall have been completed and any applicable waiting period, Registration Statement shall have been declared effective, At least $56,000,000 in Private Placements to investors other than affiliates of NM shall have been consummated, All parties to the Voting Agreement shall have delivered, or cause to be delivered.

The acquisition of Ludia will be effected pursuant to the terms and conditions of the transaction agreement entered into by Jam City and Ludia, which contains customary closing conditions. The boards of directors of Jam City and DPCM Capital have approved the business combination. The transaction is expected to close sometime later in 2021. In conjunction with the closing of the business combination, Jam City will use the cash proceeds to finance the $175 million acquisition of Ludia, Inc. from FremantleMedia Canada Inc.

The Raine Group is acting as lead financial advisor and Mark C. Stevens, Stephen M. Fisher, Morgan A. Sawchuk, James Evans, Katherine Duncan, Angelo Angelino, Duey Ho, Mark Ostrau, Nancy Chen, Helen Christakos, Catherine Kevane and William Skinner of Fenwick & West LLP is acting as legal advisor to Jam City, and Dong Chul Kim of Paul Hastings LLP is acting as legal advisor to Netmarble. UBS Securities LLC is acting as lead financial and capital markets advisor and Alan I. Annex of Greenberg Traurig, LLP is acting as legal advisor to DPCM Capital. UBS and Raine are acting as placement agents on the private placement.

Jam City, Inc. cancelled the acquisition of DPCM Capital, Inc. (NYSE:XPOA) from Netmarble Corporation (KOSE:A251270) and others in a reverse merger transaction on July 23, 2021. The transaction has been mutually terminated due to the current market conditions.